TRAILBLAZER RESOURCES INC. - FORM 10-Q

Attached files

file	filename
EX-32.2 - EXHIBIT 32.2 - TRAILBLAZER RESOURCES INC.	ex32_2.htm
EX-32.1 - EXHIBIT 32.1 - TRAILBLAZER RESOURCES INC.	ex32_1.htm
EX-31.2 - EXHIBIT 31.2 - TRAILBLAZER RESOURCES INC.	ex31_2.htm
EX-31.1 - EXHIBIT 31.1 - TRAILBLAZER RESOURCES INC.	ex31_1.htm

UNITED STATES SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

ý QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended June 30, 2016

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

000-28867

(Commission file number)

TRAILBLAZER RESOURCES, INC.

(Exact name of registrant as specified in its charter)

Nevada	88-0409170
(State or other jurisdiction of incorporation or organization)	(IRS Employer Identification No.)

2520 St. Rose Parkway, Suite 319, Henderson, NV 89074

(Address of principal executive offices) (Zip Code)

(800) 787-5439

(Registrant’s telephone number, including area code)

Not applicable

(Former name, former address and former fiscal year, if changed since last report)

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 ☐

No ý

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 (§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 ý 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” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer ☐	Accelerated filer ☐
Non-accelerated filer ☐	Smaller reporting company ý

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ý No ☐

Indicate the number of shares outstanding of each of the issuer’s classes of common stock, as of the latest practicable date: 28,344,290 shares as of December 14, 2016.

TRAILBLAZER RESOURCES, INC.

FORM 10-Q

FOR THE QUARTER ENDED

June 30, 2016

INDEX

		Page
PART I. FINANCIAL INFORMATION

Item 1.	Financial Statements:

	Balance Sheets (Unaudited)	3

	Statements of Operations (Unaudited)	4

	Statements of Cash Flows (Unaudited)	5

	Notes to Financial Statements (Unaudited)	6

Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	9

Item 3.	Quantitative and Qualitative Disclosures about Market Risk	12

Item 4.	Controls and Procedures	12

PART II. OTHER INFORMATION

Item 1.	Legal Proceedings	13

Item 1A.	Risk Factors	13

Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	13

Item 3.	Defaults Upon Senior Securities	13

Item 4.	Mine Safety Disclosures	13

Item 5.	Other Information	14

Item 6.	Exhibits	15

SIGNATURES		16

TRAILBLAZER RESOURCES, INC.
CONDENSED BALANCE SHEETS
(Unaudited)
	June 30,			December 31,
	2016			2015
ASSETS

Current assets:
Cash	$	639		$	2,310
Total current assets		639			2,310

Total assets	$	639		$	2,310

LIABILITIES AND STOCKHOLDERS' DEFICIT
Current liabilities:
Convertible notes payable	$	550,000		$	550,000
Accounts payable		22,925			20,573
Note payable		523,500			477,500
Advances from shareholders		327,062			327,062
Note payable to shareholder		15,825			15,263
Accrued expenses		243,593			222,032
Total current liabilities		1,682,905			1,612,430

Revolving convertible note, shareholder		-			-
Total liabilities		1,682,905			1,612,430

Stockholders' deficit:
Common stock - $.001 par value; 100,000,000 shares
authorized, 28,344,290 shares issued and outstanding at
June 30, 2016 and December 31, 2015, respectively		28,344			28,344
Additional paid-in capital		23,336,789			23,336,789
Accumulated deficit		(25,047,399	)		(24,975,253	)
Total stockholders' deficit		(1,682,266	)		(1,610,120	)

Total liabilities and stockholders' deficit	$	639		$	2,310

See notes to the condensed unaudited financial statements.

TRAILBLAZER RESOURCES, INC.
CONDENSED STATEMENTS OF OPERATIONS
(Unaudited)
	For the Three Months Ended June 30,						For the Six Months Ended June 30,
	2016			2015			2016			2015

Revenue	$	-		$	-		$	-		$	-

Operating expenses:
General and administrative expenses		8,045			26,324			50,586			35,332
Total operating expenses		8,045			26,324			50,586			35,332

Loss from operations		(8,045	)		(26,324	)		(50,586	)		(35,332	)

Interest expense		(10,874	)		(17,728	)		(21,560	)		(35,998	)
		(10,874	)		(17,728	)		(21,560	)		(35,998	)

Loss before income tax benefit		(18,919	)		(44,052	)		(72,146	)		(71,330	)

Income tax benefit		-			-			-			-

Net loss	$	(18,919	)	$	(44,052	)	$	(72,146	)	$	(71,330	)

Net loss per common share - basic and diluted	$	-		$	-		$	-		$	-

Weighted average shares outstanding - basic and diluted		28,344,290			28,344,290			28,344,290			28,344,290

See notes to the condensed unaudited financial statements.

TRAILBLAZER RESOURCES, INC.
CONDENSED STATEMENTS OF CASH FLOWS
(Unaudited)
	Six Months Ended
	June 30,
	2016			2015

Cash flows from operating activities:
Net loss	$	(72,146	)	$	(71,330	)
Adjustments to reconcile net loss to net cash used in
operating activities:
Changes in operating assets and liabilities:					-
Accounts payable		2,352			(5,606	)
Accrued expenses		21,561			35,997
Net cash used in operating activities		(48,233	)		(40,939	)

Cash flows from investing activities:
Net cash used in investing activities		-			-

Cash flows from financing activities:
Increase in short-term notes payable		46,000			75,000
Payments on note payable to shareholder		(20,213	)		(40,000	)
Increase in short-term notes payable, shareholder		20,775			6,000

Net cash provided by financing activities		46,562			41,000

Net decrease in cash and cash equivalents		(1,671	)		61
Cash and cash equivalents:
Beginning of period		2,310			-
End of period	$	639		$	61

Supplemental cash flow information:
Cash paid during the period for interest	$	-		$	-

Non-cash investing and financing activities:
Accounts payable paid directly by certain shareholders as advances	$	-		$	-
Accounts payable converted to short-term note payable, shareholder	$	-		$	-
Accrued interest paid with common stock	$	-		$	-

See notes to the condensed unaudited financial statements.

Note 1. Nature of Business and Significant Accounting Policies

Trailblazer Resources, Inc., is a public shell company that is seeking a business opportunity. We currently have no ongoing business operations.

The Company formerly engaged in the manufacture, sale, installation and service of fiberglass tank and piping products through ECC Corrosion, Inc. (“ECC-C”), a former wholly-owned subsidiary of the Company. On September 2, 2011, the Board of Directors of the Company, acting on the recommendation of its disinterested directors, approved the sale of all of the stock of ECC-C to Jamie and Jennifer Mancl and their affiliated entities who were the majority shareholders of the Company at the time (the “Mancls”) in exchange for substantially all of the Mancls’ shares of the Company’s common stock pursuant to the terms of a Stock Purchase Agreement dated August 12, 2011 (the “ECC-C Sale”). On October 21, 2011, the Company completed the ECC-C Sale.

The accompanying unaudited financial statements of Trailblazer Resources, Inc. have been prepared in accordance with accounting principles generally accepted in the United States of America for interim financial information and with the instructions to Form 10-Q and Regulation S-X. Accordingly, they do not include all of the information and footnotes required by accounting principles generally accepted in the United States of America for complete financial statements.

In the opinion of the Company, all adjustments (consisting of normal recurring accruals) considered necessary for a fair presentation have been included.

The Company has no operations during the period presented. Therefore, no new accounting standards issued or effective during the six months ended June 30, 2016 had or are expected to have a material impact on the Company’s results of operations, financial condition, or cash flows.

Note 2. Going Concern Uncertainty

The accompanying financial statements have been prepared in conformity with accounting principles generally accepted in the United States of America, assuming the Company will continue as a going concern, which contemplates the realization of assets and satisfaction of liabilities in the normal course of business. At June 30, 2016, the Company had a working capital deficiency of $1,682,266 and an accumulated deficit of $25,047,399 and had incurred a net loss of $72,146 for the six months ended June 30, 2016.

The Company has limited financial resources, has been unprofitable since its inception and currently has no source of revenue generating activities. These factors raise substantial doubt about its ability to continue as a going concern. Management plans to rely on advances from certain shareholders to fund its ongoing obligations; however, there is no guarantee that the Company will be able to obtain an adequate amount of funding. If the Company is unable to obtain the necessary funding, the Company may need to liquidate. The financial statements do not include any adjustments that might result from the outcome of this uncertainty.

Note 3. Convertible Notes Payable

In August 2008, the Company began a private placement offering of Units, each Unit consisting of (i) a 3-year, 6% convertible debenture with a conversion price of $2.50 (the “Conversion Price”) per share (subject to adjustment for stock splits and stock dividends) (the “Debentures”), and (ii) a number of warrants equal to the number of shares issuable upon conversion of the principal amount of the Debentures (the “Warrants”).

At issuance, each Warrant was originally immediately exercisable into shares of common stock for a term of 3 years at $5.00 per share, which was reduced to $1.50 per share in December 2011. As of December 31, 2013, the warrants had been extended through June 2014 and the exercise price had been reduced to $1.00 per share. The Warrants also provided anti-dilution protection for the following events: reorganization, reclassification, consolidation, merger or sale, subdivision, combination or other dividend of the Company’s common stock. The debt discount created by the detachable warrants was fully amortized before January 1, 2013.

The private placement was closed on December 14, 2008. Debentures in the aggregate principal amount of $6,370,000 were sold which included the issuance of 2,548,000 Warrants. The Debentures are considered to be conventional convertible debt.

All outstanding Debentures, totaling $550,000 at both June 30, 2016 and December 31, 2015, are past their maturity dates and are currently due on demand. During the six-month period ended June 30, 2016, no debt was converted into shares of the Company’s common stock.

Prior to July 2, 2013, the Debentures provided holders the option to convert any accrued interest owed to them at $2.50 per share. On July 2, 2013, the Company's Board of Directors amended the conversion price to be the average of the trading price of the shares for the 21 trading days preceding each conversion date and retroactively adjusted all previously accrued interest conversions since the original maturity dates in 2011.

Note 4. Note Payable

On April 15, 2015, the Company established a promissory note in the amount of $250,000 with Global CashSpot Corp (GCS). Under the terms of the promissory note, GCS has agreed to advance the Company funds up to $250,000 to fund accounting, legal and other operating costs. The unsecured promissory note is non-interest bearing, and repayment is due within 60 days following notice of demand by GCS. In the event the Company enters into a business combination with GCS, the promissory note shall be deemed paid in full. In September 2015, the Company and GCS agreed to amend the promissory note, increasing its amount to $350,000. The borrowing amount was further increased to $515,000 and $523,500 in February and August 2016, respectively. During the three and six months ended June 30, 2016, GCS advanced $0 and $46,000, under the promissory note, respectively.

Note 5. Advances From Shareholders

Subsequent to the divestiture of the Company’s operating entity (ECC-C) on October 21, 2011, the Company’s operating expenses have been funded primarily by advances from certain shareholders. Going forward, the Company will continue to incur ongoing professional fees in connection with being a public company. As of both June 30, 2016 and December 31, 2015, $327,062, is owed to certain shareholders who have made unsecured advances to the Company to fund operations. $125,000 of the March 31, 2015 and December 31, 2014 balances bears a 3.5% interest rate, and is due upon demand. The remaining shareholder advance balances at March 31, 2015 and December 31, 2014 are non-interest bearing and due upon demand.

In February 2013, $60,000 of the non-interest bearing shareholder advances were refinanced into a revolving convertible note from Diversified Equities Partners, LLC ("DEP"), a shareholder and entity owned by a minority shareholder of the Company.

During the six months ended June 30, 2016, there were no additional advances from shareholders, or repayments on advances from shareholders. During the three and six months ended June 30, 2016, $1,088 and $2,176 of interest expense was incurred on advances from shareholders, all of which was outstanding and included in accrued expenses at June 30, 2016. All advances are unsecured, non-interest bearing, and due on demand.

Note 6. Note Payable to Shareholder

In July 2013, the Company entered into a revised consulting agreement with the Company's contract controller, JIMMAR Consulting, Inc. ("JIMMAR"), providing for consulting fees on an hourly basis, plus the Company issued shares of the Company's common stock as follows: 5,000 shares on August 31, 2013, 5,000 shares on November 30, 2013, and 10,000 shares on March 15, 2014. The Company’s debt to JIMMAR, amounted to $15,825 and $15,263 at June 30, 2016 and December 31, 2015, respectively. The debt agreement requires payment of the entire outstanding balance on or before December 31, 2013, with interest accruing at a rate of 15% per annum. Interest is to be paid in cash, or may, at the Company's option, be paid in common shares of the Company's stock, based on a conversion price of $0.37 per share. During the three and six months ended June 30, 2016 and 2015, the Company made payments aggregating $0 and $20,213, respectively.

Note 7. Revolving Convertible Note, Shareholder

On February 21, 2013; the Company established an unsecured revolving convertible note in the amount of $250,000 with DEP. Under the terms of the note, DEP had agreed to make loans to the Company during the three-year term of the revolving credit commitment period. Interest accrued on the unpaid principal balance at a rate of eight percent per annum and required quarterly payments beginning May 31, 2013; however, none of the interest has been paid as of December 31, 2015. DEP has waived its right to call payment on the loan if all accrued interest is paid prior to February 21, 2016.

During 2015, the entire $250,000 principal balance of the revolving note was repaid, funded entirely by the proceeds of the note payable from GCS, discussed in Note 4. Note Payable. Accrued expenses include $49,260 of interest due to shareholders relating to this revolving convertible note as of June 30, 2016 and December 31, 2015, respectively.

Note 8. Stockholders’ Equity

Stock Issuances and Warrants

There were no common stock or warrant issuances during the three or six months ended June 30, 2016 and 2015, respectively.

Note 9. Loss Per Share

The Company computes loss per share using two different methods, basic and diluted, and presents per share data for all periods in which statements of operations are presented. Basic loss per share is computed by dividing net loss by the weighted average number of shares of common stock outstanding during the period. Diluted loss per share is computed by dividing net loss by the weighted average number of common stock and common stock equivalents outstanding during the period so long as the effect of including the common stock equivalents is not anti-dilutive.

The following tables provide a reconciliation of the numerators and denominators used in calculating basic and diluted loss per share for the three AND SIX months ended June 30, 2016 and 2015:

	Three Months			Three Months			Six Months			Six Months
	Ended			Ended			Ended			Ended
	June 30, 2016			June 30, 2016			June 30, 2016			June 30, 2016

Basic and diluted loss per share calculation:
Net loss from continuing operations to common shareholders	$	(18,919	)	$	(44,052	)	$	(72,146	)	$	(71,330	)
Net loss to common shareholders	$	(18,919	)	$	(44,052	)	$	(72,146	)	$	(71,330	)

Weighted average common shares outstanding		28,334,290			28,334,290			28,334,290			28,334,290

Net loss per share from continuing operations	$	-		$	-		$	-		$	-
Basic and diluted net loss per common share	$	-		$	-		$	-		$	-

The following common stock equivalents have been excluded from the diluted per share calculations since they are anti-dilutive:

(1)

At June 30, 2016 and 2015, there were outstanding convertible debentures equivalent to 220,000 and 220,000 common shares.

(2)

At June 30, 2016 and 2015, there were no outstanding warrant equivalents.

(3)

At June 30, 2016 and 2015, there were no outstanding options equivalents.

(4)

At June 30, 2016 and 2015, there were no outstanding revolving convertible note equivalents.

Note 10. Subsequent Events

On September 6, 2016, Samuel W. Fairchild submitted his resignation as Interim Chief Executive Officer and Chief Financial Officer of the Company. Mark Huelskamp was elected to serve as Interim Chief Executive Officer. Bob A. Varma was elected to serve as Interim Chief Financial Officer and director.

On December 8, 2016, the Company entered into a mutually binding letter of intent to acquire Global CashSpot Corp (“GCS”). Under the letter of intent, the Company will issue 37,809,039 newly issued shares of the Company in exchange for all outstanding shares of GCS. Both parties intend that the transaction will close within 60 days, unless extended by mutual agreement of both parties. As a condition precedent to closing, the Company will obtain all necessary shareholder authorizations to change its name to Global CashSpot Corp, and bring its SEC reporting obligations current. GCS is a financial technology company deploying a proprietary cross-border payment network that enables un-banked or self- banked consumers around the world to transfer money, via computer or mobile device from anywhere in the world using a branded prepaid debit card. On February 8, 2017, the date by which to close the transaction, was extended to March 31, 2017.

In December 2016, eight of twelve of the Company’s convertible note holders consented to convert $275,000 of their notes payable in exchange for shares of the Company’s common stock at $2.50 per share. Five of these notes, aggregating to $150,000 have conversion dates in December 2016. For the remaining $125,000 of these notes, the noteholders consented to convert their notes upon closing of the GCS transaction. To further facilitate the GCS transaction, the Company's Board of Directors reinstated the original conversion price of $2.50 per share for all unpaid accrued interest payable on the convertible notes. As of January 20, 2017, 82,998 shares have been issued in conjunction with these conversions and related accrued interest.

In accordance with ASC 855-10, the Company has analyzed its operations subsequent to June 30, 2016 to the date of these financial statements were issued, and has determined that it does not have any material subsequent events to disclose in these financial statements other than the events described above.

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

The discussion contained herein contains “forward-looking statements” that involve risk and uncertainties. These statements may be identified by the use of terminology such as “believes,” “expects,” “may,” “should” or “anticipates” or expressing this terminology negatively or similar expressions or by discussions of strategy. The cautionary statements made in our Annual Report on Form 10-K, filed January 20, 2017, should be read as being applicable to all related forward-looking statements wherever they appear in this Form 10-Q. Our actual results could differ materially from those discussed in this report. The following discussion should be read in conjunction with the financial statements and the related notes included herein as Item 1.

Accounting Policies and Estimates

The methods, estimates and judgments that we use in applying our critical accounting policies have a significant impact on the results that we report in our financial statements. Some of our accounting policies require us to make difficult and subjective judgments, often as a result of the need to make estimates regarding matters that are inherently uncertain.

We have identified the accounting policies that we consider critical in Note 1 “Nature of Business and Significant Accounting Policies” of the notes to our financial statements included in our Annual Report on Form 10-K for the year ended December 31, 2015. The accounting policies and estimates described in that report are contained in Note 1 “Nature of Business and Significant Accounting Policies,” of the notes to our financial statements in our Annual Report on Form 10-K for the year ended December 31, 2015, which includes a discussion of the policies identified in this report and other significant accounting policies and should be read in conjunction with this report.

Overview

Trailblazer Resources, Inc., (“we,” “us,” “our,” or the “Company”), a Nevada corporation, currently has no business operations.

The Company had one operating subsidiary, ECC Corrosion, Inc. (“ECC-C”), which was sold on October 21, 2011 due to the continuing losses that the Company had incurred since the reverse acquisition in October 2008. Formerly known as Advanced Fiberglass Technologies ("AFT"), ECC-C was incorporated in the state of Wisconsin on January 1, 2005, following nearly ten years operating as M&W Fiberglass, LLC (“M&W”). Founded in 1995 by Jamie and Jennifer Mancl, M&W was the operating entity that developed and operated AFT’s business. In January 2005, M&W transferred all operating assets and liabilities into a newly formed S-Corporation: AFT. On September 1, 2010, AFT changed its name to ECC Corrosion, Inc.

On October 21, 2011, the Company sold all of the stock of ECC-C to Jamie and Jennifer Mancl and their affiliated entities (the “Mancls”) in exchange for substantially all of the Mancls’ shares of the Company’s common stock (the “ECC-C Sale”). These shares were then cancelled, reducing the number of shares issued and outstanding of the Company to 22,720,228 on that date. In addition, we changed the name of the Company to “Trailblazer Resources, Inc.” effective October 17, 2011. The Company is currently seeking a private company as a possible acquisition or reverse acquisition target.

Results of Operations

We do not currently generate any revenues, but incur general and administrative expenses related to our status as a publicly-held company, such as legal, accounting and transfer agent fees, as well as other applicable expenses.

The three and six months ended June 30, 2016 compared to the three and six months ended June 30, 2015.

General and administrative expenses

Total general and administrative expenses were $8,045 and $50,586 for the three and six months ended June 30, 2016 compared to $26,324 and $35,332 for the three and six months ended June 30, 2015; consisting of legal, accounting and other professional fees. The increase in professional fee expense for the six months ended June 30, 2016 is due to higher legal and accounting costs associated with efforts to become current in the Company’s SEC filings during the three months ended March 31, 2016. While the Company is operating as a public shell, no director fees have been, or will be paid or accrued.

Interest expense

Total interest expense was $10,874 and $21,560 for the three and six months ended June 30, 2016, respectively, compared to $17,728 and $35,998 for the three and six months ended June 30, 2015, respectively.

Interest expense for the three and six months ended June 30, 2016 includes interest expense on convertible notes payable of $8,205 and $16,410, respectively, compared to $8,227 and $16,364 for the three and six months ended June 30, 2015.

Interest expense during the three and six months ended June 30, 2016 included $0 and $0 respectively, compared to $6,077 and $12,087 for the three and six months ended and June 30, 2015, respectively, of interest incurred on the revolving convertible note and advances from Diversified Equities Partners, LLC, a shareholder and entity owned by a minority shareholder. Interest expense also included $1,088 and $2,176 for the three and six months ended June 30, 2016 and 2015, respectively, of interest on advances from shareholders, all of whom are related parties.

The Company also incurred interest expense of $1,581 and $2,974 for the three and six months ended June 30, 2016, compared to $3,423 and $7,546 for the six months ended June 30, 2015, respectively, related to the short-term note payable to JIMMAR Consulting, Inc., a shareholder. Interest expense decreased in the three and six months ended June 30, 2016 as compared to the three and six months ended June 30, 2015 primarily due to reduced interest bearing debt amounts resulting from the Company’s repayments on the note payable to shareholder over the past twelve months.

Income tax benefit

The Company has established a full valuation allowance against its deferred tax assets because the Company believes it is more likely than not, that the net deferred tax assets will not be realized, and therefore, there is no tax provision recorded for the three months ended June 30, 2016 and 2015.

Net loss

The Company’s net loss was $18,919 and $72,146 for the three and six months ended June 30, 2016, respectively, compared to $44,052 and $71,330 for the three and six months ended June 30, 2016 and 2015, respectively, due to the factors described above.

Liquidity and Capital Resources

At June 30, 2016, the corporate shell company had cash of $639 and a working capital deficiency of $1,682,266. These conditions, and the Company's recurring operating losses, raise substantial doubt as to our ability to continue as a going concern.

Operating Cash Flows

Operating cash flows used cash of $48,233 and $40,939 during the six months ended June 30, 2016 and 2015, respectively. All operating cash was used to pay various accounts payable and other accrued expenses.

Investing Cash Flows

There were no investing transactions during the six months ended June 30, 2016 and 2015.

Financing Cash Flows

Financing cash flow activities for the six months ended June 30, 2016 consisted of; (1) an increase in short-term notes payable of $46,000, (2) payments on short-term note payable of $20,213, and (3) an increase in short-term notes payable, shareholder of $20,775.

Debenture Financing

From August 2008 to December 2008, we raised $6,370,000 by selling units, each unit consisting of (i) a 3-year, 6% convertible debenture (the “Debentures”) with a conversion price of $2.50 per share (subject to adjustment for stock splits and stock dividends), and (ii) a number of warrants equal to the number of shares issuable upon conversion of the principal amount of the Debenture (the “Warrants”). The Debentures sold included the issuance of 2,548,000 Warrants. Each Warrant was originally exercisable into shares of common stock for a term of 3 years at $5.00 per share; however subsequently reduced to $1.00 per share in July 2013. The Warrants also provide anti-dilution protection for the following events: reorganization, reclassification, consolidation, merger or sale, subdivision, combination or dividend of our common stock. The Warrants expired June 30, 2014.

At June 30, 2016 and December 31, 2015, Debentures totaling $550,000, respectively, were outstanding and currently due. Many of the remaining Debenture holders have elected to receive interest in the form of stock, lowering our cash outlays for debt service on the Debentures. Since the Company does not have the capital resources at this time to repay these Debentures, we are working with the Debenture holders in an attempt to convert them to common stock, extend or otherwise renegotiate their terms.

Revolving Convertible Note Financing

Note Payable Financing

Going Forward

The illiquidity and continuing losses suffered by ECC-C led to its sale to the Mancls in exchange for their shares in the Company. This allows the Company to potentially acquire another business operation, which hopefully will have a greater potential for profitability. The Company will still need to convert, extend or otherwise renegotiate the terms of the Debentures and other financings described above. The Company is relying upon the limited funds provided from shareholders to continue to operate as a public company in good standing while we look for a target business. The Company anticipates that any acquisition with a target company will be consummated primarily through the issuance of the Company's shares of stock, as we do not have sufficient cash to use for such purposes.

We will need to seek additional funding for our operations and ongoing general and administrative expenses. Our current plan is to identify and evaluate industries and business opportunities in order to identify a suitable acquisition target for the Company. We cannot give any assurance that we will be successful in this effort or that if a suitable acquisition target is obtained, it will result in profitable operations nor can we give any assurances that we will obtain adequate funding to stay in business until a suitable acquisition target is identified.

Off-Balance Sheet Arrangements

As of June 30, 2016, we did not have any off-balance sheet arrangements.

Item 3. Quantitative and Qualitative Disclosures about Market Risk

Not applicable to smaller reporting companies.

Item 4. Controls and Procedures

Evaluation of Disclosure Controls and Procedures and Changes in Internal Controls

We maintain disclosure controls and procedures designed to provide reasonable assurance that information required to be disclosed in our reports filed pursuant to the Securities Exchange Act of 1934, as amended (the “Exchange Act”), 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 and Interim Chief Financial Officer and Interim Chief Executive Officer as appropriate, to allow timely decisions regarding required disclosures. A control system, no matter how well conceived and operated, can provide only reasonable, not absolute, assurance the objectives of the control system are met.

As of June 30, 2016, our management, with the participation of our President and Interim Chief Financial Officer, carried out an evaluation of the effectiveness of our disclosure controls and procedures as such term is defined in Rule 13a-15(e) or 15d-15(e) under the Exchange Act. Based on this evaluation, the President, Interim Chief Financial Officer, and Interim Chief Executive Officer concluded that the Company’s disclosure controls and procedures were not effective to ensure that information required to be disclosed by us in reports that we file or submit under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms, and is accumulated and communicated to our management including our principal executive officer and principal financial officer, to allow timely decisions regarding required disclosure because of the material weakness relating to internal controls that are described in Item 9A of the Company’s Form 10-K for the year ended December 31, 2015, filed January 20, 2017.

Notwithstanding the material weaknesses that existed as of June 30, 2016, our President, Interim Chief Financial Officer, and Interim Chief Executive Officer concluded that the financial statements included in this Quarterly Report on Form 10-Q present fairly, in all material respects, the financial position, results of operations and cash flows of the Company and its subsidiaries in conformity with accounting principles generally accepted in the United States of America (“GAAP”).

Changes in Internal Control over Financial Reporting

There were no changes in our internal control over financial reporting during the period covered by this report that have materially affected, or are reasonably likely to materially affect our internal control over financial reporting.

PART II. OTHER INFORMATION

Item 1. Legal Proceedings

We are not currently involved in any pending or threatened legal proceedings.

Item 1A. Risk Factors

Not applicable to smaller reporting companies.

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

None.

Item 3. Defaults Upon Senior Securities

None.

Item 4. Mine Safety Disclosures

Not applicable.

Item 5. Other Information

Not applicable.

Item 6. Exhibits

Regulation S-K Number	Document

3.1	Amended and Restated Articles of Incorporation effective October 14, 2008 (1)
3.2	Amended and Restated Bylaws adopted October 14, 2008 (1)
3.3	Certificate of Amendment to Articles of Incorporation (2)
4.1	Form of Debenture (3)
4.2	Form of Warrant (3)
10.1	2008 Stock Incentive Plan (1)
10.2	Revolving Convertible Promissory Note to Diversified Equities Partners, LLC dated February 21, 2013 (4)
31.1	Rule 13a-14(a) Certification of Mark Huelskamp
31.2	Rule 13a-14(a) Certification of Bob A. Varma
32.1	Certifications of Mark Huelskamp Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
32.2	Certifications of Bob A. Varma Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
101*	Financial statements from the Quarterly Report on Form 10-Q of Trailblazer Resources, Inc. for the quarterly period ended June 30, 2016, formatted in XBRL: (i) the Balance Sheets; (ii) the Statements of Operations; (iii) the Statements of Cash Flows; and (iv) the Notes to Financial Statements (7)

(1)

Filed as an exhibit to the Current Report on Form 8-K dated October 14, 2008, filed October 17, 2008.

(2)

Filed as an exhibit to the Current Report on Form 8-K dated October 21, 2011, filed October 27, 2011.

(3)

Filed as an exhibit to the Current Report on Form 8-K dated December 15, 2008, filed December 19, 2008.

(4)

Filed as an exhibit to the Current Report on Form 8-K dated February 21, 2013, filed February 27, 2013.

*In accordance with Rule 406T of Regulation S-T, the information in these exhibits shall not be deemed to be “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to liability under that section, and shall not be incorporated by reference into any registration statement or other document filed under the Securities Act of 1933, as amended, except as expressly set forth by specific reference in such filing.

SIGNATURES

Pursuant to the requirements 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.

	TRAILBLAZER RESOURCES, INC.

Dated: February 14, 2017	By:	/s/ Mark Huelskamp
		Mark Huelskamp, Interim Chief Executive Officer and Director

Dated: February 14, 2017	By:	/s/ Bob A. Varma
		Bob A. Varma, Interim Chief Financial Officer and Director

TRAILBLAZER RESOURCES INC. - FORM 10-Q - February 14, 2017

Attached files

TRAILBLAZER RESOURCES INC. Reports