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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

Commission File Number:  000-54919

ALTONA RESOURCES INC.

(Exact name of registrant as specified in its charter)

NEVADA

(State or other jurisdiction of incorporation or organization)

46-2755675

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

3414 Pino Circle

Las Vegas, NV   89121

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

(702) 738-8614

(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 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.

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

State the number of shares outstanding of each of the issuer's classes of common equity, as of the latest practicable date:

12,020,000 as of August 3, 2015.

 

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TABLE OF CONTENTS

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PART I – FINANCIAL INFORMATION

Altona Resources Inc.

Balance Sheets

(Expressed in US Dollars)

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See notes to financial statements.

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Altona Resources Inc.

Statements of Operations

(Expressed in US Dollars)

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See notes to financial statements.

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Altona Resources Inc.

Statements of Stockholders' Deficiency

For the period January 1, 2013 (inception) to June 30, 2015

(Expressed in US Dollars)

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See notes to financial statements.

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Altona Resources Inc.

Statements of Cash Flows

(Expressed in US Dollars)

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See notes to financial statements.

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ALTONA RESOURCES INC.

NOTES TO FINANCIAL STATEMENTS

June 30, 2015

(Expressed in US Dollars)

(Unaudited)

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Organization

The Company was incorporated in the State of Nevada on April 4, 2011. The Company's plan of operations anticipates purchasing at least one oil and gas lease. There is no assurance we will ever be able to acquire an oil and gas lease or if we do acquire an oil and gas lease, that the oil and gas lease will produce any oil or gas.

Going Concern

The accompanying financial statements have been prepared on a "going concern" basis, which assumes that the Company will continue to realize its assets and discharge its liabilities in the normal course of business. At June 30, 2015, the Company had cash of $0 and a working capital deficit of $45,489. Further, the Company has incurred a net loss of $123,489 for the period from April 4, 2011 (inception) to June 30, 2015. These factors raise substantial doubt regarding the Company's ability to continue as a going concern. 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.

The unaudited financial statements as of June 30, 2015 and for the three and six months ended June 30, 2015 and 2014 have been prepared in accordance with accounting principles generally accepted in the United States for interim financial information and with instructions to Form 10-Q.  In the opinion of management, the unaudited financial statements have been prepared on the same basis as the annual financial statements and reflect all adjustments, which include only normal recurring adjustments, necessary to present fairly the financial position as of June 30, 2015 and the results of operations and cash flows for periods ended June 30, 2015 and 2014.  The financial data and other information disclosed in these notes to the interim financial statements related to these periods are unaudited.  The results for the six months ended June 30, 2015 are not necessarily indicative of the results to be expected for any subsequent quarter of the entire year ending December 31, 2015.  The balance sheet at December 31, 2014 has been derived from the audited financial statements at that date.

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ALTONA RESOURCES INC.

NOTES TO FINANCIAL STATEMENTS

June 30, 2015

(Expressed in US Dollars)

(Unaudited)

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Due to related parties consists of:

The liabilities are unsecured, non-interest bearing and due on demand.

On May 10, 2013, the Company closed its public offering. The Company sold a total of 2,020,000 shares of common stock to two subscribers at a price of $0.05 per share for cash proceeds of $101,000. One subscriber, father of our former treasurer (and director) to February 2, 2015, subscribed to 1,020,000 shares ($51,000); the other subscriber subscribed to 1,000,000 shares ($50,000).

The Company has no stock option plan and has not issued any warrants or other potentially dilutive securities.

The provision for (benefit from) income taxes differs from the amount computed by applying the statutory United States federal income tax rate of 35% to income (loss) before income taxes. The sources of the difference follow:

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ALTONA RESOURCES INC.

NOTES TO FINANCIAL STATEMENTS

June 30, 2015

(Expressed in US Dollars)

(Unaudited)

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Significant components of the Company's deferred income tax assets are as follows:

Potential benefits of income tax losses are not recognized in the accounts until realization is more likely than not. At June 30, 2015, the Company has a net operating loss carryforward of $123,489, $9,183 expires in year 2031, $15,577 expires in year 2032; $16,750 expires in year 2033; $59,889 expires in year 2034, and $22,090 expires in year 2035.  Pursuant to ASC 740, the Company is required to compute tax asset benefits for net operating losses carried forward. Potential benefit of net operating losses have not been recognized in these financial statements because the Company cannot be assured it is more likely than not it will utilize the net operating losses carried forward in future years.

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ITEM 2.

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

This section of this quarterly 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.

Plan of Operation

We are a start-up, exploration stage corporation and have not yet generated or realized any revenues from our business operations. An exploration stage corporation is one engaged in the search for oil and gas reserves which are not in either the development or production stage.

Our auditors have 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 and no revenues are anticipated until we begin selling oil and gas. Accordingly, we must raise cash from sources other than the sale of oil and natural gas. Our only other source for cash at this time is loans and/or investments by others. We must raise cash to implement our project and stay in business. Our success or failure will be determined by what we find under the ground. The more money we raise, the more oil and gas leases we can acquire and the more drilling we can conduct. Since we do not know what we will find under the ground, we cannot tell you if we will be successful. We will not acquire an oil and gas lease or begin drilling until we have sufficient funds to do so. We believe we will need to raise $60,000, in order to acquire one lease and drill one well to a depth of between 1,500 to 2,000 feet. If we find oil and gas, and have additional proceeds available, we may drill additional wells on the property. We will begin selling the oil and gas and proceed to raise additional capital to acquire additional leases and drill more wells. If we do not find oil and gas, we intend to find a new property and raise additional funds to drill thereon. We have targeted the geographical area of Hughes, Seminole and Pontotoc counties in central Oklahoma.

We do not intend to interest other companies in the property if we find oil and/or gas. We intend to develop the property our self.

If we are unable to complete drilling one well on the property, we will suspend operations until we raise more money. If we can't or don't raise more money, we will cease operations. If we cease operations, we don't know what we will do and we don't have any plans to do anything.

We do not intend to hire additional employees at this time. All of the work on any property will be conducted by unaffiliated independent contractors that we will hire. The independent contractors will be responsible for drilling one well.

Limited Operating History; Need for Additional Capital

There is no historical financial information about us upon which to base an evaluation of our performance. We are an exploration 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, including limited capital resources, possible delays in the exploration of the property, and possible cost overruns due to price and cost increases in services.

To become profitable and competitive, we must find oil and/or gas in paying quantities. We are seeking equity financing to provide for the capital required to drill one or two wells.

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We have 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.

Results of Operations

For the three months ended June 30, 2015 as compared to June 30, 2014

To date, we have not generated any revenues.

For the three months ended June 30, 2015, we had a net loss of $5,742 compared to a net loss of $3,994 for the three months ended June 30, 2014. The increase in the net loss resulted from higher general and administrative expenses in 2015.

For the six months ended June 30, 2015 as compared to June 30, 2014

Again June 30, 2015, we have never generated any revenues.

For the six months ended June 30, 2015 we had a net loss of $22,090 compared to net loss of $48,486 for the six months ended June 30, 2014. The decrease in the net loss results from lower general and administrative expenses in 2015. 

Liquidity and Capital Resources

We issued 5,000,000 restricted shares of common stock to Barry Underhill, one of former our officers and directors, pursuant to the exemption contained in Section 4(a)(2) of the Securities Act of 1933, as amended and 5,000,000 restricted shares of common stock to Hui Deng, one of former officers and directors, pursuant to Regulation S of the Securities Act of 1933, as amended. The transaction with Ms. Deng took place outside the United States and Ms. Deng is not a US person. The purchase price of the 10,000,000 shares of common stock was $2,000. This was accounted for as an acquisition of shares. Hui Deng has paid or advanced funds to the Company for payment of our legal and accounting expenses ($59,153 through December 31, 2014). The amount owed to Ms. Deng was non-interest bearing, unsecured and due on demand. Further, the agreement with Ms. Deng was oral and there is no written document evidencing the agreement. On January 23, 2014, the Company paid $59,153 to Ms. Deng in repayment of the $59,153 due to related party balance at December 31, 2013.

As of June 30, 2015, our total assets were $-0- and our total liabilities (including $38,975 due to related parties) were $45,489.

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.

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 these disclosure controls and procedures are effective.  There was no change in our internal control over financial reporting during the quarter ended June 30, 2015 that has affected, or is reasonably likely to affect, our internal control over financial reporting.

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PART II - OTHER INFORMATION.

ITEM 1A.

RISK FACTORS.

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 6.

EXHIBITS.

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SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, this registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized on this 4^th day of August, 2015.

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EXHIBIT INDEX