Attached files
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-K/A
Amendment No. 2
ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF
THE SECURUTIES EXCHANGE ACT OF 1934
For the fiscal year ended June 30, 2013
Commission file number 333-186286
Perkins Oil & Gas, Inc.
(Exact Name of Registrant as Specified in Its Charter)
Nevada 45-5361669
(State or Other Jurisdiction of (I.R.S. Employer
Incorporation or Organization) Identification No.)
1445 Marpole Avenue #409
Vancouver, BC V6H 1S5
Telephone (604)733-5055
(Address of Principal Executive Offices, Zip Code & Telephone Number)
Sage International
1135 Terminal Way, Suite 209
Reno, NV 89502
Telephone (775)786-5515 Facsimile (775)786-2013
(Name, Address and Telephone Number of Agent for Service)
Securities registered pursuant to Section 12(b) of the Act:
None
Securities registered pursuant to section 12(g) of the Act:
Common Stock, $0.0001 par value
Indicate by check mark if the registrant is a well-known seasoned issuer, as
defined in Rule 405 of the Securities Act. Yes [ ] No [X]
Indicate by check mark if the registrant is not required to file reports
pursuant to Section 13 or Section 15(d) of the Act.Yes [ ] No [X]
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. 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 [X] No [ ]
Indicate by check mark if disclosure of delinquent filers pursuant to Item 405
of Regulation S-K is not contained herein, and will not be contained, to the
best of registrant's knowledge, in definitive proxy or information statements
incorporated by reference in Part III of this Form 10-K or any amendment to this
Form 10-K. [ ]
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" 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 a 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 [ ]
As of November 14, 2013, the registrant had 4,750,000 shares of common stock
issued and outstanding. No market value has been computed based upon the fact
that no active trading market had been established.
EXPLANATORY NOTE
We originally filed our Annual Report on Form 10-K for the fiscal year ended
June 30, 2013 with the Securities and Exchange Commission ("SEC") on October 15,
2013 and amended it on November 12, 2013 to include XBRL files.
In connection with the filing of this annual report on Form 10-K/A we are
including a currently dated audit report and auditor consent. This Form 10-K/A2
does not reflect events occurring after the filing of our annual report on Form
10-K on October 15, 2013 or include, or otherwise modify or update, the
disclosure contained therein in any way other than as required to reflect the
amendment discussed above.
2
ITEM 8. FINANCIAL STATEMENTS
PLS CPA, A PROFESSIONAL CORP.
* 4725 MERCURY STREET #210 * SAN DIEGO * CALIFORNIA 92111 *
* TELEPHONE (858)722-5953 * FAX (858) 761-0341 * FAX (858) 433-2979
* E-MAIL changgpark@gmail.com *
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
To the Board of Directors and Stockholders
Perkins Oil & Gas Inc.
We have audited the accompanying balance sheet of Perkins Oil & Gas Inc. (An
Exploration Stage "Company") as of June 30, 2013 and 2012 and the related
statements of operations, changes in shareholders' equity and cash flows for the
year ended June 30, 2013, the period from May 25, 2012 (inception) to June 30,
2012 and the period from May 25, 2012 (inception) to June 30, 2013. These
financial statements are the responsibility of the Company's management. Our
responsibility is to express an opinion on these financial statements based on
our audits.
We conducted our audit in accordance with the standards of the Public Company
Accounting Oversight Board (United States). Those standards require that we plan
and perform the audit to obtain reasonable assurance about whether the financial
statements are free of material misstatement. An audit includes examining, on a
test basis, evidence supporting the amounts and disclosures in the financial
statements. An audit also includes assessing the accounting principles used and
significant estimates made by management, as well as evaluating the overall
financial statements presentation. We believe that our audit provides a
reasonable basis for our opinion.
In our opinion, the financial statements referred to above present fairly, in
all material respects, the financial position of Perkins Oil & Gas Inc. as of
June 30, 2013 and 2012, and the result of its operations and its cash flows for
the year ended June 30, 2013, the period from May 25, 2012 (inception) to June
30, 2013 and 2012 in conformity with U.S. generally accepted accounting
principles.
The financial statements have been prepared assuming that the Company will
continue as a going concern. As discussed in Note 6 to the financial statements,
the Company's losses from operations raise substantial doubt about its ability
to continue as a going concern. The financial statements do not include any
adjustments that might result from the outcome of this uncertainty.
/s/ PLS CPA
-----------------------------------
PLS CPA, A Professional Corp.
October 15, 2013
San Diego, CA. 92111
Registered with the Public Company Accounting Oversight Board
3
Perkins Oil & Gas Inc.
(An Exploration Stage Company)
Balance Sheets
--------------------------------------------------------------------------------
As of As of
June 30, 2013 June 30, 2012
------------- -------------
ASSETS
CURRENT ASSETS
Cash $ 4,905 $ 2,406
-------- --------
TOTAL CURRENT ASSETS 4,905 2,406
OTHER ASSETS
Oil and Gas Property (Successful Efforts Method) 17,500 17,500
Less: Accumulated Amortization (13,711) (1,033)
-------- --------
TOTAL OTHER ASSETS 3,789 16,467
-------- --------
TOTAL ASSETS $ 8,694 $ 18,873
======== ========
LIABILITIES & STOCKHOLDERS' EQUITY
CURRENT LIABILITIES
Accounts payable $ 10,125 $ 7,743
-------- --------
TOTAL CURRENT LIABILITIES 10,125 7,743
LONG TERM LIABILITIES
Accrued interest payable 22 --
Promissory note payable 7,500 --
-------- --------
TOTAL LONG TERM LIABILITIES 7,522 --
TOTAL LIABILITIES 17,647 7,743
STOCKHOLDERS' EQUITY (DEFICIT)
Common stock, ($0.001 par value, 75,000,000 shares authorized;
4,750,000 and 4,000,000 shares issued and outstanding
as of June 30, 2013 and June 30, 2012 4,750 4,000
Additional paid-in capital 22,751 16,001
Deficit accumulated during exploration stage (36,454) (8,871)
-------- --------
TOTAL STOCKHOLDERS' EQUITY (DEFICIT) (8,953) 11,130
-------- --------
STOCKHOLDERS' EQUITY (DEFICIT) $ 8,694 $ 18,873
======== ========
See Notes to Financial Statements
4
Perkins Oil & Gas Inc.
(An Exploration Stage Company)
Statement of Operations
May 25, 2012 May 25, 2012
(inception) (inception)
Year ended through through
June 30, 2013 June 30, 2012 June 30, 2013
------------- ------------- -------------
REVENUES
Revenues $ 3,808 $ -- $ 3,808
---------- ---------- ----------
TOTAL REVENUES 3,808 -- 3,808
GENERAL & ADMINISTRATIVE EXPENSES
Administrative Expenses 15,476 95 15,571
Amortization 12,677 1,034 13,711
Oil Well Operating and Maintenance Expenses 10,340 7,743 18,083
---------- ---------- ----------
TOTAL GENERAL & ADMINISTRATIVE EXPENSES 38,493 8,872 47,365
---------- ---------- ----------
LOSS FROM OPERATION (34,685) (8,872) (43,557)
---------- ---------- ----------
OTHER INCOME (EXPENSE)
Interest Expense (22) (22)
Forgiveness for Debt 7,125 7,125
---------- ---------- ----------
TOTAL OTHER INCOME (EXPENSE) 7,103 -- 7,103
---------- ---------- ----------
NET INCOME (LOSS) $ (27,582) $ (8,872) $ (36,454)
========== ========== ==========
BASIC EARNINGS PER SHARE $ (0.01) $ (0.00)
========== ==========
WEIGHTED AVERAGE NUMBER OF
COMMON SHARES OUTSTANDING 4,308,219 3,666,667
========== ==========
See Notes to Financial Statements
5
Perkins Oil & Gas Inc.
(An Exploration Stage Company)
Statement of changes in Shareholders' Equity
From May 25, 2012 (inception) to June 30, 2013
--------------------------------------------------------------------------------
Deficit
Common Stock Additional During
---------------------- Paid-in Exploration
Shares Amount Capital Stage Total
------ ------ ------- ----- -----
Balance, May 25, 2012 (Inception) -- $ -- $ -- $ -- $ --
Commn stock issued, May 28, 2012
at $.005 per share 4,000,000 4,000 16,001 -- 20,001
Loss for the period beginning
May 25, 2012 (inception) to
June 30, 2012 -- -- -- (8,872) (8,872)
---------- ------- -------- -------- --------
BALANCE, JUNE 30, 2012 4,000,000 4,000 16,001 (8,872) 11,129
========== ======= ======== ======== ========
Commn stock issued, February 1, 2013
at $.01 per share 750,000 750 6,750 -- 7,500
Loss for the period ended June 30, 2013 (27,582) (27,582)
---------- ------- -------- -------- --------
BALANCE, JUNE 30, 2013 4,750,000 $ 4,750 $ 22,751 $(36,454) $ (8,953)
========== ======= ======== ======== ========
See Notes to Financial Statements
6
Perkins Oil & Gas Inc.
(An Exploration Stage Company)
Statement of Cash Flows
--------------------------------------------------------------------------------
May 25, 2012 May 25, 2012
(inception) (inception)
Year ended through through
June 30, 2013 June 30, 2012 June 30, 2013
------------- ------------- -------------
CASH FLOWS FROM OPERATING ACTIVITIES
Net income (loss) $(27,582) $ (8,872) $ 36,454)
Adjustments to reconcile net loss to net cash
provided by (used in) operating activities:
Amortization 12,677 1,034 13,711
Changes in operating assets and liabilities:
Increase(Decrease) in Accounts payable 2,404 7,743 10,147
-------- -------- --------
NET CASH PROVIDED BY (USED IN) OPERATING ACTIVITIES (12,501) (95) 12,596)
CASH FLOWS FROM INVESTING ACTIVITIES
Acquisition of Oil and Gas Property -- (17,500) 17,500)
-------- -------- --------
NET CASH PROVIDED BY (USED IN) INVESTING ACTIVITIES -- (17,500) 17,500)
CASH FLOWS FROM FINANCING ACTIVITIES
Proceeds from issuance of common stock 7,500 20,001 27,501
Proceeds form issuance of notes payable 7,500 -- 7,500
-------- -------- --------
NET CASH PROVIDED BY (USED IN) FINANCING ACTIVITIES 15,000 20,001 35,001
-------- -------- --------
NET INCREASE (DECREASE) IN CASH 2,499 2,406 4,905
CASH AT BEGINNING OF PERIOD 2,406 -- --
-------- -------- --------
CASH AT END OF PERIOD $ 4,905 $ 2,406 $ 4,905
======== ======== ========
SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION
Cash paid during year for:
Interest $ -- $ -- $ --
======== ======== ========
Income Taxes $ -- $ -- $ --
======== ======== ========
See Notes to Financial Statements
7
Perkins Oil & Gas Inc.
(An Exploration Stage Company)
Notes to Financial Statements
June 30, 2013
--------------------------------------------------------------------------------
NOTE 1 - ORGANIZATION AND DESCRIPTION OF BUSINESS
Perkins Oil & Gas, Inc. (the "Company") was incorporated on May 25, 2012 under
the laws of the State of Nevada. The Company is in the exploration stage as
defined under Accounting Standards Codification ("ASC 915") and it intends to
engage in the exploration and development of oil and gas properties. The
Company's activities to date have been limited to organization and capital.
The Company is primarily engaged in a lease assignment with Lanza Land
Management LLC and has been assigned a 25% working interest and an 18.75% net
revenue interest in the lease.
NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
ACCOUNTING BASIS
The statements were prepared following generally accepted accounting principles
of the United States of America consistently applied. The Company's fiscal year
end is June 30, 2013.
The accompanying financial statements have been prepared using the accrual basis
of accounting in accordance with accounting principles generally accepted in the
United States of America and are presented in U.S. dollars. The Company is
currently an exploration stage enterprise. An exploration stage enterprise is
one in which planned principal operations have not commenced or if its
operations have commenced, there has been no significant revenues there from.
All losses accumulated since the inception of the business have been considered
as part of its exploration stage activities.
USE OF ESTIMATES
Management uses estimates and assumptions in preparing these financial
statements in accordance with generally accepted accounting principles. Those
estimates and assumptions affect the reported amounts of assets and liabilities,
the disclosure of contingent assets and liabilities, and the reported revenues
and expenses.
CASH AND CASH EQUIVALENTS
Cash equivalents include short-term, highly liquid investments with maturities
of three months or less at the time of acquisition. The Company had $4,905 of
cash at June 30, 2013.
INVESTMENTS IN OIL AND GAS PROPERTY
The Company is an exploration stage oil and gas company and expects to receive
some revenue from its operations. In June 2012 the company paid $17,500 for 25%
working interest and an 18.75% net revenue interest in the Perkins Lease in
Caddo Pine Island Field that lies in the northern part of Webster Parish,
Louisiana. The lease shall be for a period of TWO (2) years (called "primary
term") and as long thereafter as (1) oil, gas, sulphur or other mineral is
produced or (2) is maintained in force in any other manner provided within the
8
Perkins Oil & Gas Inc.
(An Exploration Stage Company)
Notes to Financial Statements
June 30, 2013
--------------------------------------------------------------------------------
NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - CONTINUED
lease. The lease is from October 20, 2011 until October 20, 2013 and is
effective May 31, 2012. Amortization of the lease will be calculated from May
31, 2012 through October 31, 2013. Amortization expenses for the year ending
June 30, 2012 were $1,034, and period ending June 30, 2013 were $12,677.
The Company follows the successful efforts method of accounting for its oil and
gas activities. Under the successful efforts method, lease acquisition costs and
all development costs are capitalized. Exploratory drilling costs are
capitalized until the results are determined. If proved reserves are not
discovered, the exploratory drilling costs are expensed. Other exploratory
costs, such as seismic costs and other geological and geophysical expenses, are
expensed as incurred. Depletion of capitalized oil and gas well costs is
provided using the units of production method based on estimated proved
developed oil and gas reserves of the respective oil and gas properties. To
date, mineral property exploration costs have been expensed as incurred. To date
the Company has not established any proven or probable reserves on its mineral
properties.
REVENUE RECOGNITION
The Company has yet to realize revenues from operations and is still in the
exploration stage. The Company will recognize revenue when delivery of goods or
completion of services has occurred provided there is persuasive evidence of an
agreement, acceptance has been approved by its customers, the fee is fixed or
determinable based on the completion of stated terms and conditions, and
collection of any related receivable is reasonably assured.
INCOME TAXES
The Company accounts for its income taxes in accordance with FASB Accounting
Standards Codification ("ASC") No.740, "Income Taxes". Under this method,
deferred tax assets and liabilities are recognized for the future tax
consequences attributable to differences between the financial statement
carrying amounts of existing assets and liabilities and their respective tax
balances. Deferred tax assets and liabilities are measured using enacted or
substantially enacted tax rates expected to apply to the taxable income in the
years in which those differences are expected to be recovered or settled.
Deferred tax assets are reduced by a valuation allowance when, in the opinion of
management, it is more likely than not that some portion or all of the deferred
tax assets will not be realized. The effect on deferred tax assets and
liabilities of a change in tax rates is recognized in income in the period that
includes the date of enactment or substantive enactment.
FINANCIAL INSTRUMENTS
Fair value measurements are determined based on the assumptions that market
participants would use in pricing an asset or liability. ASC 820-10 establishes
a hierarchy for inputs used in measuring fair value that maximizes the use of
observable inputs and minimizes the use of unobservable inputs by requiring that
the most observable inputs be used when available. FASB ASC 820 establishes a
fair value hierarchy that prioritizes the use of inputs used in valuation
methodologies into the following three levels:
9
Perkins Oil & Gas Inc.
(An Exploration Stage Company)
Notes to Financial Statements
June 30, 2013
--------------------------------------------------------------------------------
NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - CONTINUED
* Level 1: Quoted prices (unadjusted) for identical assets or
liabilities in active markets. A quoted price in an active market
provides the most reliable evidence of fair value and must be used to
measure fair value whenever available.
* Level 2: Significant other observable inputs other than Level 1 prices
such as quoted prices for similar assets or liabilities; quoted prices
in markets that are not active; or other inputs that are observable or
can be corroborated by observable market data.
* Level 3: Significant unobservable inputs that reflect a reporting
entity's own assumptions about the assumptions that market
participants would use in pricing an asset or liability. For example,
level 3 inputs would relate to forecasts of future earnings and cash
flows used in a discounted future cash flows method.
The recorded amounts of financial instruments, including cash equivalents,
accounts payable and notes payable approximate their market values as of June
30, 2013.
NET LOSS PER SHARE
Basic loss per share includes no dilution and is computed by dividing loss
available to common stockholders by the weighted average number of common shares
outstanding for the period. Dilutive loss per share reflects the potential
dilution of securities that could share in the losses of the Company. Because
the Company does not have any potentially dilutive securities, the accompanying
presentation is only of basic loss per share.
SHARE BASED EXPENSES
The Company records stock based compensation in accordance with the guidance in
ASC Topic 718 which requires the Company to recognize expenses related to the
fair value of its employee stock option awards. This eliminates accounting for
share-based compensation transactions using the intrinsic value and requires
instead that such transactions be accounted for using a fair-value-based method.
The Company recognizes the cost of all share-based awards on a graded vesting
basis over the vesting period of the award.
NOTE 3 - PROVISION FOR INCOME TAXES
Realization of deferred tax assets is dependent upon sufficient future taxable
income during the period that deductible temporary differences and
carry-forwards 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.
June 30, 2013 June 30, 2012
------------- -------------
Net operating loss carryforward $ 12,394 $ 3,016
Valuation allowance (12,394) (3,016)
-------- --------
Net deferred income tax asset $ -- $ --
======== ========
10
Perkins Oil & Gas Inc.
(An Exploration Stage Company)
Notes to Financial Statements
June 30, 2013
--------------------------------------------------------------------------------
NOTE 4 - COMMITMENTS AND CONTINGENCIES
LITIGATION
The Company is not presently involved in any litigation.
NOTE 5 - RECENTLY ISSUED ACCOUNTING PRONOUNCEMENTS
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 6 - GOING CONCERN
Future issuances of the Company's equity or debt securities will be required in
order for the Company to continue to finance its operations and continue as a
going concern. The Company's present revenues are insufficient to meet operating
expenses.
The financial statements of the Company have been prepared assuming that the
Company will continue as a going concern, which contemplates, among other
things, the realization of assets and the satisfaction of liabilities in the
normal course of business. The Company has incurred cumulative net losses of
$36,454 since its inception and requires capital for its contemplated
operational and exploration activities to take place. The Company's ability to
raise additional capital through the future issuances of common stock is
unknown. The obtainment of additional financing, the successful development of
the Company's contemplated plan of operations, and its transition, ultimately,
to the attainment of profitable operations are necessary for the Company to
continue operations. The ability to successfully resolve these factors raise
substantial doubt about the Company's ability to continue as a going concern.
The financial statements of the Company do not include any adjustments that may
result from the outcome of these aforementioned uncertainties.
NOTE 7 - RELATED PARTY TRANSACTIONS
J. Michael Page, the sole officer and director of the Company, may in the
future, become involved in other business opportunities as they become
available, thus he may face a conflict in selecting between the Company and his
other business opportunities. The Company has not formulated a policy for the
resolution of such conflicts.
J. Michael Page, the sole officer and director of the Company, will not be paid
for any underwriting services that he performs on behalf of the Company with
respect to the Company's S-1 offering. He will also not receive any interest on
any funds that he advances to the Company for offering expenses prior to the
offering being closed which will be repaid from the proceeds of the offering.
11
Perkins Oil & Gas Inc.
(An Exploration Stage Company)
Notes to Financial Statements
June 30, 2013
--------------------------------------------------------------------------------
NOTE 8 - NOTES PAYABLE - RELATED PARTY
Since inception the Company received cash totaling $7,500 from J. Michael Page
in the form of notes totaling $7,500. As of June 30, 2013 the amount due to J.
Michael Page was $7,500
On April 30, 2013, the Company received a $4,500 loan. This loan is at 2%
interest with principle and interest all due on May 1, 2015.
On June 7, 2013, the Company received a $3,000 loan. This loan is at 4% interest
with principle and interest all due on June 7, 2015.
As of June 30, 2013, accrued interest is $22.
NOTE 9 - STOCK TRANSACTIONS
On May 28, 2012, the Company issued a total of 4,000,000 shares of common stock
to one director for cash in the amount of $0.005 per share for a total of
$20,001
On February 1, 2013, the Company issued a total of 750,000 shares of common
stock to one director for cash in the amount of $0.01 per share for a total of
$7,500
As of June 30, 2013 the Company had 4,750,000 shares of common stock issued and
outstanding.
NOTE 10 - STOCKHOLDERS' EQUITY
The stockholders' equity section of the Company contains the following classes
of capital stock as of June 30, 2013:
Common stock, $ 0.001 par value: 75,000,000 shares authorized; 4,750,000 shares
issued and outstanding.
NOTE 11 - SUBSEQUENT EVENT
On September 6, 2013 the Company received a cash loan totaling $9,000 from
Michael Page in the form of a promissory note of $9,000. This loan is at 4%
interest and is due on September 6, 2015.
12
PART IV
ITEM 15. EXHIBITS
The following exhibits are included with this filing:
Exhibit
Number Description
------ -----------
3(i) Articles of Incorporation*
3(ii) Bylaws*
23.1 Consent of Independent Auditor
31.1 Sec. 302 Certification of CEO
31.2 Sec. 302 Certification of CFO
32.1 Sec. 906 Certification of CEO
32.2 Sec. 906 Certification of CFO
101 Interactive data files pursuant to Rule 405 of Regulation S-T
----------
* Included in our S-1 filing under Commission File Number 333-186286.
SIGNATURES
Pursuant to the requirements of Section 13(a) 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.
November 14, 2013 Perkins Oil & Gas, Inc., Registrant
By: /s/ J. Michael Page
------------------------------
J. Michael Page,
President, Chief Executive Officer,
Principal Accounting Officer, and
Chief Financial Officer
In accordance with the Exchange Act, this report has been signed below by the
following persons on behalf of the registrant and in the capacities and on the
dates indicated.
November 14, 2013 Perkins Oil & Gas, Inc., Registrant
By: /s/ J. Michael Page
------------------------------
J. Michael Page,
President, Chief Executive Officer,
Principal Accounting Officer, and
Chief Financial Officer
1
